I actually started this story a while ago (around the time I wrote Catwoman: The Eros Formula), so if some parts seem a bit rough, that's the reason. I figured I'd been sitting on it so long now that I might as well finish it off and get it out there. That said, I hope you like it.

Voting and feedback is always very much appreciated. Thanks!

*

Using all his strength, Spider-Man swung upward on the webline until it reached its apex, then coiled his muscles and launched himself high into the night sky.

With nothing to hold him there, he began a series of aerial acrobatics that, had anyone been able to see them, they would have floored their audience with their rapid, intricate beauty.

He allowed himself to fall for only a short while -- though it felt much longer than it actually was -- before he fired off another webline and came to land on the rooftop he'd been aiming for.

Made it. And under five minutes, too.

With nothing else to do, Spidey perched himself on the edge of the building and looked out at the city beneath him, pulsating with life and light.

A faint ringing of his spider-sense alerted him to a presence behind him. He smiled underneath his mask.

"Hi, Felicia." He said.

The Black Cat dropped down onto the rooftop, pouting.

"Damn! Not only did you beat me here, but you heard me coming, too. No fair."

He turned around to look at her.

"Sorry, Cat. But the Amazing Spider-Man pulls no punches in a skyline race. You're just gonna have to try and keep up next time."

"Oh, shut up," she said, poking her tongue out at him. "You have superpowers. I don't."

"That's what all the losers say," he replied, before she playfully punched him in the arm. "Heh heh...ow."

They both returned their attention to the skyline, the buildings reflecting the moon's light. They were on the highest peak of the GE Building, the center of Rockefeller Plaza. It had all begun with a frisky Felicia challenging the webslinger to a cross-city race, and while he was in the middle of agreeing to it, she had already set off to assure herself a head start.

"It's beautiful." Black Cat said, admiring the sight of the city.

"MmHmm." Spidey replied.

"You know," she said, lacing her arms around his chest from behind him. He could feel her breasts press up against his back and felt a little giddy at the prospect. "All this racing is enough to get all the adrenaline pumping... get a person all worked up. You worked up, Spider?"

Her hands started to trace the definition of his chest and abs, and with a stifled cough he replied;

"Uh...I guess you could say I am. Sure."

Though they'd been dating for months now, they were still yet to have sex. They'd made out plenty of times, almost exclusively on rooftops, and though they had gotten pretty far on a few occasions, something had always happened to prevent the action from occurring.

It was starting to weigh on Peter's mind, especially after seeing Felicia again after he'd gotten back from the alien Battleworld and all the craziness that had gone on there. Thanks to that unforeseen trip, and the number of times he almost died on it, he'd come to realize how much he cared for her.

True, he'd been somewhat hurt by her less-than-enthusiastic reaction when he revealed his secret identity to her. Her disappointment with his living arrangements -- and his appearance -- played anxiously in the back of his mind. Despite how hard she tried to mask her feelings, Peter knew she was in love with the Spider, and not so much with the Man.

But that didn't matter. He cared for her, and they had fun together. Her enthusiasm and carefree spirit were incredibly appealing to him, even if it meant she got him into trouble every now and then. And the fact that such a ravishingly beautiful woman with such an incredible body had a thing for little ol' Peter Parker -- well, it was enough to get his blood pumping.

And then, with the suddenness of a webline shooting across the night's sky, an amazing idea occurred to Peter. Felicia would be the first girl to have sex with him that knew about his powers! He wouldn't have to mask his strength, wouldn't have to conceal his abilities. In fact, Peter realized with a slowly growing amount of embarrassment, he could use his powers to his benefit. And to Felicia's. He couldn't believe that he hadn't thought of this before!

But as quickly as the concept had come, he was starting to doubt it. Wouldn't it be an abuse of his powers, and the responsibility he had to use them justly, to exploit them in such a way?

One look at Felicia -- her body in the moonlight, the wicked twinkle in her eye -- and the doubts were quickly dispelled.

'So I use my powers for something other than fighting crime for once. It's no different than using them to take pictures for the Bugle so I can pay the rent. Only this time it's a whole lot more fun.'

Peter was soon beaming beneath his mask.

"Whatcha thinking about, Spider?" Felicia cooed into his ear, her lips brushing along the side of his masked face.

"Only you, Cat. Only you." He said, turning towards her and stepping down from the ledge he'd been perched on. "C'mere, you. I'm going to make this a night you won't soon forget."

His costume, made of the black material he'd found on Battleworld and responsive to any mental command he gave it, retracted his mask enough to expose his lower face, and not a moment too soon as he joined Felicia in a passionate kiss, followed by another and another. Their tongues danced against each other, their hard bodies pressing into one another with growing need.

Peter slid his hands from Felicia's waist to her back to her ass, squeezing and stroking all the while. Finally his hands ran up her chest, squeezing her supple, delicious breasts through the material of her costume.

"Mmm! Oh, Spider!" She moaned her approval, raising her chest up to his touch. He flicked her tongue with his as his fingers fumbled around her cleavage, searching for her zipper. His heart was pounding so hard it felt like his spider-sense was tingling, his face growing warm with embarrassment as he struggled to free her from her outfit.

Felicia pulled away. Peter grew suddenly concerned that she had changed her mind about all this, but she was grinning with far too much relish for that to be the case.

"Rip it." She told him.

"Rip it?" He repeated. "Your costume? Really?"

"Come on, Spider. Live a little! Now rip it." She said, pressing her breasts back into his open hands.

"You're the boss." He said, gripping her costume and, with one quick pull, tearing it apart.

"Wow!" She said, laughing delightedly. "I meant a little tug, but you really went for it, didn't you?" She stood now wearing nothing but her mask, gloves, boots, and the tattered remains of her costume, her nipples hardening from the brisk wind, the moonlight reflected in her fine thatch of platinum pubic hair.

"Uh, sorry. I guess sometimes I don't know my own str..." Peter replied, but she cut him off with a quick, deep kiss. Her body was so hot and smooth pressed up against his. He felt a contact high just from touching it. He never dared imagine, in the midst of his nerdy high school years, pre-spider bite, that a woman as incredible as Felicia Hardy would ever want anything to do with him.

But now here he was, with her standing naked in front of him beneath a full moon, getting ready to fuck the former cat burglar -- the beautiful woman who'd changed her criminal ways, all in a bid to win over his affections.

His cock was throbbing in time with the hammering of his heart -- a fact that the Black Cat didn't fail to miss as she pressed her thighs against his crotch.

"Mmm! You want it bad, don't you, Spider?" She whispered in his ear. "You want to fuck my little pussy, don't you? You want to give my pussy all the cream you have to offer. Is that right?"

"More than anything, Felicia, yes." He replied. She squeezed his cock through his costume. He groaned.

"You're going to have to do something for me first," she said, taking his hand in hers, leading it down between her thighs. "You're going to have to show my pussy a good time."

She pressed his hand up against her exposed slit. It was smouldering for him, her outer folds already slick. He sent a signal to his costume, wanting to free his fingers, but Felicia stopped him.

"...Happy to oblige." He said, though his tone was less animated than it would normally be. Now it was low and serious, and the sound of it sent a chill through the Black Cat. Spider-Man was notorious for his wisecracking nature. Nothing could ever keep him from slinging jokes like he slung webs. Nothing, it seemed, except for her.

Now she was being distracted by another sound. It was the squelching of her cuntlips as Spider-Man parted them open, her juices dribbling from her slit as he diddled her with his fingertips.

She locked one hand around his wrist, forcing her thighs onto his fingers as her other hand raked across his shoulders.

She rolled her hips as he sank two fingers inside her. Her breathing growing heavy, Felicia nipped at his lips, licking at them teasingly, taunting him into kissing her. He took the bait, coiling his tongue around hers as he fingered her twat.

"F-fingerfuck me, Spider!" She urged him on. "Frig my tight cunt!"

He was too focused on the job he was performing to respond, though her words didn't fail to excite him. They urged him, in fact, making him build up speed, his knuckles rubbing against her labia and his fingertips brushing her g-spot.

"Oh God! Oh Jesus, yes! You're getting me so...sooo..." She pressed her bouncing tits up against his chest, her thighs rocking hard as she panted against his cheek.

She was mewing and moaning so much that Spider-Man knew that it wasn't long until the Black Cat came. Looking to prolong the agonizing ecstasy of it, he pulled his fingers from the thick, bubbling liquid of her honeypot and grabbed her ass.

With a display of graceful strength one would expect of a superhero, he hoisted her up into the air.

"Spider!" She yelped but, knowing enough to go with it, she planted her thighs on his shoulders. She quickly wrapped her legs around his head, pressing her feet into his back, her pussy now perfectly positioned in front of his face. She balanced herself with her hands on his head, grasping the slick surface of his mask.

"Ooh, baby! You're so strong!" She cooed, but the words were muffled to him. All he knew was the warmth of her thighs, the tantalising musk of her sex. He took an exploratory lick.

"Ah!" She wriggled against him, his hands holding tight to her rear, massaging her firm, round ass. "You tease!" Felicia leaned her head back, her chest rising and her thighs parting wider.

Peter started running the tip of his tongue up along the folds of Felicia's pussy, studying the contours of it with his tastebuds and swallowing the nectar that gushed so freely from her.

"O! O! Ooohhhhhh!" The Black Cat purred as Spider-Man's tongue nuzzled its way inside her ripe cherry. He swirled and churned his tongue up and down and in and out of her, his lips pressing against her clit before he delved back down again, tongue-lashing the small wall of flesh between her cunt and her ass.

"Ffff! Hhh! Hhhhhh! Ah!"

Felicia's toes curled inside her boots, her feet kicking against nothing but the pleasure Peter's enthusiastic tongue was offering her.

Energized by her overwhelming response, it wasn't long before Peter was lapping thirstily at her cunt, tongue-fucking it, making it pucker and melt beneath his lips.

"Hhhhnnnoh! Hhhoh! Hhoooooooh, Spider! Oh, I need your cock! I need your cock so bad!" The Black Cat cried. Spider-Man, busy slurping up the sweetly sour taste of her, the tip of his pinky hovering teasingly at the edge of her pink, puckered asshole, could only just hear her with her legs wrapped so tightly around his head.

He indicated he'd heard her request, however, by slipping her from his shoulders, leaving her to ride down his body like it was a firefighter's pole, her fall broken by a pole of a different kind...

"Oooh! Oh! Why...why hello..!" She said as her rear pressed up against his hard, naked cock. "What's this? Is my Spider happy to see me?"

Locking her legs around his waist as tightly as she had his face, Felicia leaned back and reached her hand down to grab hold of Spider-Man's pulsating dick, freed from his costume by nothing more than a passing thought.

His cock surged in her grasp, bloodily hot in the stirring cold of the rooftop.

"Unh!" He gasped as she caressed and rubbed it, the texture of her white glove so soft, so enthralling. Peter wondered what it'd be like to cum in Felicia's glove, imagined her licking it up...

Felicia, however, had other ideas. She positioned herself so her cunthole sat pressed against the swollen head of his cock, her eyes flashing as she stared into the blank windows of his mask's matching lenses.

"My pussy's so wet, so ready for you..." She said, her hand still wrapped around his cock. "I want you to fuck my pussy, Peter. Fuck it good."

She pushed down on him, his cock helmet delving inside her, inch after veiny inch of shaft following.

"Oooohhhhhh!" Felicia moaned, Peter's brown pubic hair tangling in the silvery strands of her thatch as she grinded against the base of his dick.

"Fu-fuck!" Peter cursed, overcome by Felicia's hot, gooey cunt. He was so overcome, in fact, that when he tried to match the thrilling nature of her dirty talk, the best he could blurt was, "Oh, God! I love your pussy, Felicia!"

She started to rise up and down on him, her slit grasping and slurping on him, her mouth meeting his, her lips pressing on his lips, her tongue lashing at his tongue.

"I'm not Felicia, my love. I'm the Black Cat. Tonight...Spider-Man is fucking the Black Cat, like it was always meant to be..."

Her ass bounced up and down as she fucked herself on his cock, her kisses deep and prolonged. He squeezed her asscheeks as she humped him, his hips pumping in time with hers, propelling them upward and onward.

"Mmmnnh! Uh! O!" Felicia muttered and moaned as she lost herself in fucking her lover, her cuntfolds sucking at his thrusting cock. "Oh shit! God! I need you from behind! Fuck me from behind!"

She planted her feet on the rough concrete of the rooftop, parting with Spider-Man's cock just long enough to reposition herself. She didn't fall to her knees, though. Instead, she bent over, as if to touch her toes. Her splayed cunt glistened juicily, invitingly...

Peter, wasting no more time and with a dick still lubricated by her moist pussy, grabbed her by the hips and plunged into her balls deep.

"Fuck!" Felicia cried. "Oh Christ! So deep!" Her sudden scream dissolved into a throaty moan as he started to really fuck her, his pelvis smacking against her ass, his hands stroking the small of her back.

"Oh oh oh! Fuck! Fuck! Fuuuck!" Felicia loved it from behind. It filled her so deep, reached right into her very core and squeezed it.

"Oh yyyes!" Peter groaned. He could feel his pre-cum squirting inside her, could feel his pleasure building way too fast and way too soon. He also couldn't help but feel he'd only just scratched the surface of what was possible. If he was going to finally benefit from his powers in this way, he wanted to do something really wild with them...

Difficult though it was, he clasped his hands to the Black Cat's waist, holding her still, compelling her to stop. She looked back at him in confusion, flexing her hips in a bid to goad him back into fucking her -- clearly the last thing she wanted in the world was to stop.

"Why did you...why did you...?" She asked breathlessly, strands of her hair falling into her open mouth. She blew them out in a puff of air before licking her lips.

"Do you trust me?" He asked her. She looked at him, and for a second he could have sworn that she did so warily, but soon she was nodding her head and smiling.

"You know it, lover."

He smiled in return, before sending the signal to his costume to draw his mask closed. His legs coiled beneath them, his hands holding tight to Felicia's torso, and before she knew what was going on they were twenty feet in the air, thirty, fifty, and then they were plummeting back down, down, down...

They landed with a sudden thud, Spider-Man planting the both of them with precision on the side of the building, using his wallcrawling abilities to fasten them securely to its surface.

Felicia gasped, her chest heaving with deep, gulping breaths.

"Holy shit!" She couldn't help but exclaim, dizzied as she was by suddenly finding herself held 65-storeys up in the air by nothing more than the strength of her lover's grasp...and, as she realised by wriggling her hips, by his hard dick still lodged deep inside her.

"Hhu...hhu...hoh my...oh my God!" Felicia started first to chuckle, then laugh with wild abandon. Safely suspended at such a great height, she spread her arms wide and felt the wind whipping around her naked body, her Spider's hands gripping her full, firm breasts and warming the supple flesh as he held her steady.

"Oh Spider!" She cooed. "You're so...so...!"

"...Yes?" Peter replied, grinning beneath the mask.

"....so fucking amaaaazing!" She squealed, her pussy clenching his cock, making him shudder in turn. Felicia pushed back against him again, burying him deep in her slit, and coiled her arms around his, her hands gripping tightly to his biceps.

She turned her head to shoot him a wild look over her shoulder.

"Fuck me, Spider. Fuck me so good! I want to cum at the top of the world and let it rain down below!"

Her words, said with such ferocious, lustful need, awakened the animal that lay at the beating heart of the Spider-Man. With single-minded determination, he repositioned his feet, pulled his cock from the sheath of her sweltering cunt, and slammed it deep inside her once again with all the force he could deliver it.

"OOOOHHH FFFFFFUCK!" The Black Cat wailed, her scream battling with the wind as she felt him deliver every thick inch deep into her greedy pussy. She bit down on her lower lip as, without pause, he dived into fucking her with unrelenting, superhuman speed.

"Hu! Hu! Hu!" She grunted with every hard-driving thrust, chuckling with carnal delight between gasps of pleasure and sharp intakes of air.

"Oh, Cat!" Peter exclaimed as she pushed back against him, her body jolting against his hips, the force of the impact vibrating through her.

"Yes, Spider?" She said with a dirty grin, her nails digging into his arms.

"You're...so...!...so goddamn tight!" He said, throwing his head back with elated pleasure, his pelvis moving to its own, inexhaustible rhythm.

"And you're so fucking big, lover! I just want your wonderful cock in me all the time! I never want you to stop fucking me!" Felicia whipped her hand down to start frigging her clit, her fingers a blur on the erect nub, matching the pace of her lover's cock as Peter heaved back and forth, throwing himself entirely into fucking the sexy former supervillain.

At the very moment that Spider-Man's cock slid out to the opening of the Black Cat's pussy, he paused, holding her there. Her hand froze on her clitoris as she once again looked back at him in confusion and need.